LATHAM, N.Y., Aug. 18 /PRNewswire-FirstCall/ -- Intermagnetics General Corporation today announced that the Securities and Exchange Commission (SEC) has declared effective Intermagnetics' proxy statement for the acquisition of Intermagnetics by Philips Holding USA Inc., subsidiary of Koninklijke Philips Electronics, N.V. . The merger was announced by Philips and Intermagnetics on June 15, 2006.
The merger will be presented for the approval of Intermagnetics' shareholders at a special meeting of shareholders, scheduled for September 26, 2006, at which Intermagnetics shareholders who held shares as of the record date of August 16, 2006 will be entitled to vote. Completion of the transaction remains subject to the approval of Intermagnetics' shareholders at the special meeting, to European regulatory approval, and to the satisfaction or waiver of other conditions and terms of the merger agreement. The merger is expected to close during the fourth quarter of calendar 2006.
Intermagnetics also announced today that it had reached an agreement in principle to settle two putative class actions filed in the Supreme Court of the State of New York, Albany County, that challenged the merger agreement and related transactions.
Intermagnetics (http://www.intermagnetics.com) draws on the financial strength, operational excellence and technical leadership in the market of Magnetic Resonance Imaging (MRI), as well as its expanding businesses within Medical Devices that encompass Invivo Diagnostic Imaging (focusing on MRI components & imaging sub-systems) and Invivo Patient Care (focusing on monitoring & other patient care devices). Intermagnetics is also a prominent participant in superconducting applications for Energy Technology. The company has a 35-year history as a successful developer, manufacturer and marketer of superconducting materials, high-field magnets, medical systems & components and other specialized high-value added devices.
This release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC:
Intermagnetics has filed with the SEC a proxy statement in connection with the proposed transaction and intends to file other relevant materials with the SEC. Intermagnetics intends to mail the proxy statement to its shareholders beginning on or about August 18, 2006. The proxy statement and other materials filed with the SEC contain important information about Intermagnetics, Philips, the Merger and related matters. Investors and security holders are urged to read the proxy statement carefully because it contains important information regarding the merger.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Intermagnetics and Philips through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Intermagnetics by contacting Investor Relations, Intermagnetics General Corporation, P.O. Box 461, Latham, New York 12110-0461, or by telephoning (518) 782-1122, or on Intermagnetics' web site at www.igc.com.
Intermagnetics and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Intermagnetics in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement described above. Additional information regarding these directors and executive officers is also included in Intermagnetics' proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or about September 26, 2005. This document is available free of charge at the SEC's web site at www.sec.gov and from Intermagnetics by contacting Investor Relations, Intermagnetics General Corporation, P.O. Box 461, Latham, New York 12110-0461, or by telephoning (518) 782-1122, or on Intermagnetics' web site at www.intermagnetics.com.
Intermagnetics General Corporation